Mohini Health & Hygiene Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 10thAnnual Report of the Company on the business and operations together with the Companys audited financial statements and the auditors report thereon for the financial year ended March 31, 2019. The financial highlights for the year are given below:

1. FINANCIAL RESULTS

The financial performance, prospects, financial summary or highlights are as follows:

(Rs. In Lakhs)

STANDALONE CONSOLIDATED
PARTICULARS Year Ended 31 March, 2019 Year Ended 31 March, 2018 Year Ended 31 March, 2019 Year Ended 31 March, 2018
Revenue from operation & other income 12732.05 14915.76 14791.58 17050.09
Expenses (including depreciation & amortization expenses) 11700.56 14185.35 13792.71 16328.56
Profit before exceptional & extraordinary items and tax 1031.49 730.41 998.86 721.52
Profit/(Loss) before tax 1031.49 730.41 998.86 721.52
Tax Expenses: Current Tax
Deferred Tax 212.35 123.00 212.35 123.00
52.46 94.51 54.23 96.39
Profit(Loss) from the period from continuing Operations 766.68 512.90 732.28 502.12
Profit / (Loss) for the Period 766.68 512.90 732.28 502.12

During the year under review, there has been decrease of 14.640% in the revenue of the Company (decreased to Rs.12732.05 Lakhs from Rs. 14915.76 Lakhs in the previous year). The overall expense of the Company has also decreased from 14185.35 Lakhs to 11700.56 Lakhs. Whereas the EBITDA of the Company has increased to Rs.2069.30 Lakhs from Rs 1860.77 Lakhs indicating increase in business operating margins. Profit after taxes have increased as against last years earnings due to decrease in operating expenses and finance cost.

2. State of Companys affairs & future outlook:

Our Company is engaged in manufacturing and export of absorbent cotton, medical consumable products and cotton waste recycling.

Our manufacturing facility is well equipped with required facilities including machinery like effluent treatment plant, in-house testing laboratory, weight scale and forklift.

3. Change in nature of business, if any

During the year under review, there has been no change in nature of Business.

4. Changes in Share Capital

There was no change in the Share Capital of the company during the year.

At present, the Company has only one class of shares Equity shares of Rs. 10 each. The paid up share capital of the company is Rs.

18,23,59,000/ - divided in to 18235900equity shares of Rs. 10 each.

IPO Fund utilisation:

The Company has raised funds for the repayment/payment of certain Unsecured

Borrowings availed by our Company, to meet the working capital requirement and General Corporate Purposes. As the Company has raised funds in the month of February, 2018, during the year 2018-19, these funds were fully utilized for the said purpose only.

5. Amounts transferred to reserves

During the year under review, MAT Credit Entitlement of Rs. 46,64,554 has been transferred to the general reserves.

6. Dividend

The Company intends to invest in future opportunities and therefore, your Directors did not recommend any dividend for the year under review.

7. Deposits

Details relating to deposits covered under Chapter V of the Act are as follows:-

Unsecured loans accepted During the year NIL NIL
Remain unpaid or unclaimed as at the end or the year NIL
Where there has been any default in repayment of deposits or payment of interest thereon during the year If so then no. of Cases and total amount involved NIL
i. At the beginning of the year;
ii. Maximum during the year;
iii. At the end of the year.
Details of deposits which are not in compliance with the requirement of Chapter V of the Act. (Unsecured loan from others and members: no fresh unsecured loan accepted during the year.) NIL

8. Material Changes between the end of financial year and the date of the Board report

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which thefinancial statement relate and the date of the report.

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 (“the Act”) do not apply as there was no dividend declared and paid last year.

10.Subsidiary Company

The Company has 97% control in Vedant Kotton Private Limited.In accordance with the first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheet of the subsidiary company have not been attached to the Annual Report. A separate statement containing the salient features of financial statements of the subsidiaries in Form AOC-1 is annexed as Annexure I.

Further, the Annual Accounts of the subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary company seeking such information at any point of time and the Annual Accounts of the subsidiary company will also be kept for inspection by any member in the head office of the holding company and of the subsidiary company concerned. The Company will furnish a hard copy of details of accounts of subsidiary to any shareholder on demand. Further, the annual accounts for the financial year 2018-19 of its subsidiary company are available on the website of the company i.e. www.mohinihealthandhygiene.com.

11.Extract of the annual return in form MGT-9

Pursuant to section 134(3) (a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT-9 has been annexed as “Annexure II” forming part of the Board Report.

12.Number of meeting of the Board

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. Additional meetings were held depending upon the requirements of the Company. During the year under review, the Board of Directors met 10(TEN) times and the Board Meetings were held on the following dates:

20th day of April, 2018 , 25thday of May, 2018,26th day of May, 2018;17th day of August, 2018; 27th day of October, 2018, 02nd November, 2018, 14th November, 2018, 17th December, 2018, 12th March, 2019, 28th March,2019”

13. Audit Committee

The Audit Committee is constituted in terms of the provisions of Section 177 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations.

Due to resignation of Mr. Gajendra Singh Narang, Audit committee is reconstituted.

Composition of the Audit Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Mukesh Vyas Mr. Sarvapriya Bansal
Chairman & Member Member Member

During the year under review, the Committee met 4 (Four) times.

The terms of reference of the Committee are in accordance with that specified in the provision of Section 177 of the Companies Act, 2013.

14. Nomination and Remuneration Committee

The Company has formulated Nomination and Remuneration Committee in terms of Section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations comprising three non-executive directors.

Due to resignation of Mr. Gajendra Singh Narang, Nomination and Remuneration Committee is reconstituted.

Composition of the Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Mukesh Vyas Mrs. Parul Agarwal
Chairman & Member Member Member

During the year, the Nomination and Remuneration Committee met once.

15. Policy on Directors Appointment and Remuneration and Other Details

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration

Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC approved and adopted a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The said policy is available on the Companys website athttps://mohinihealthandhygiene.com/policies.php

16. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors had constituted Stakeholders Relationship Committee comprising of the following Directors as its members with the primary duty to look into redressal of investors complaints like transfer of shares, non-receipt of annual report and other investor related matters.

Mrs. Parul Agarwal Mr. Avnish Sarvapriya Bansal Mr. Sarvapriya Bansal
Chairman & Member Member Member

During the year, Stakeholders Relationship Committee has met Three times.

17. Corporate Social Responsibility (CSR)

17. 1 Corporate Social Responsibility (CSR) Committee

In accordance with the provision of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee. The Committee constituted by the Company has met two times during the Financial Year 2018-19.

Due to resignation of Mr. Gajendra Singh Narang, Corporate Social Responsibility Committee is reconstituted.

Composition of the Committee is as follows:

Mr. Sarvapriya Bansal Mr. Avnish Sarvapriya Bansal Mr. Mukesh Vyas
Chairman & Member Member Member

The Board has also framed its Corporate Social Responsibility Policy to provide benefit to the weaker section of the Society.

17.2 Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

On recommendation of Corporate Social Responsibility Committee, Board has formulated Corporate Social Responsibility Policy and adopted the same.The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as “Annexure III”and forms an integral part of this Report.

18. Directors Responsibility Statement

As required under Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm:-

(I) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the profit of the Company for that Financial Year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Declaration by Independent Directors as required under Section 149(7) of the Companies Act, 2013

Mr. Gajendra Singh Narang, Mr. Ramesh Chandra Jain, Mr. Siddharth Jain, Mrs. Kiran Patidar & Mr. Mukesh Vyas being the Independent Directors of the Company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 (“the Act”) that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

20. Auditors

20.1 Statutory Auditor

M/s. N. K. Dafria & Co. has completed their tenure in the Company. As communicated, some other auditor needs to be appointed. Therefore the board has recommended the members for the appointment of M/s Nishi Agrawal & Co.,Chartered Accountants for a term of 5 years at the ensuing Annual General Meeting of the Company, will be held on 30th September, 2019. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed hereunder.

The Board has duly reviewed the Statutory Audit Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self-explanatory and do not call for any further explanation. The auditors have not reported any fraud under section 143(12) to the Central Government.

20.2 Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as “Annexure IV” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 30.08.2019 has appointed Ms. Neelam Binjwa, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2019-20.

20.3 Cost Auditors

The Central Government has not mandated maintenance of cost records under sub section (1) of section 148 of the Act for the nature of industry in which the Company is doing business. Hence, appointment of cost auditor is also not applicable to the company.

20.4 Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has reappointed Mr. Pramod Mehta, Chartered Accountant as an Internal Auditor of the Company to conduct Internal Audit of records and documents of the Company for the financial year 2019-20.

21. Particulars of loans, guarantees or investments under section 186

During the year under review, the Company has not advanced any fresh loan, given any guarantee or made any investment falling under section 186 of the act.

22. Particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 in the form AOC-2

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made there under, the transactions entered into with related parties are in the ordinary course of business and on an arms length basis, the details of which are included in the notes forming part of the financial statements. There are no material contracts or arrangement or transactions during the year. Accordingly, information in Form AOC-2, is not annexed.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://mohinihealthandhygiene.com/policies. php

Suitable disclosures as required under AS-18 have been made in the Note No 26 to the financial statements.

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V.

24. Risk management policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

25. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committees.

26. Details of Directors and Key Managerial Personnel

The Board of Directors comprises of seven directors out of which one is Executive Chairman, one is Executive Managing Director, one is Non- Executive Director and remaining four are Non-Executive Independent Directors. As on date of this report, Board of Directorsand Key Managerial Personnel (KMP) of the Company was as follows:

Name Designation Date of Appointment
Mr. Sarvapriya Bansal Executive Whole Time Director 24/06/2009
Mr. Avnish Sarvapriya Bansal Executive Managing Director 24/06/2009
Mrs. Parul Bansal Non- Executive Director 31/01/2017
Mr. Ramesh Chandra Jain Non-Executive Independent Director 26/10/2017
Mr. Siddharth Jain Additional Non-Executive Independent Director 30/08/2019
Dr. Kiran Patidar Additional Non-Executive Independent Director 30/08/2019
Dr. Mukesh Vyas Additional Non-Executive Independent Director 30/08/2019
Mrs. Mukta Agrawal Chief Financial Officer 23/01/2017
Mrs. Arnika Jain Company Secretary 28/03/2019

In accordance with Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by rotation at every Annual General Meeting and accordingly, Mrs. Parul Bansal (DIN: 06856466) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. The Directors have recommended-appointment of Mrs. Parul Bansal.

Mr. Gajendra Singh Narang Resigned from the post of Director as on 30th August, 2019 and Mr. Siddhath Jain , Mr Mukesh Vyas and Mrs. Kiran Patidar is appointed as an additional Non- Executive Independent Director

During the year, Ms.Shweta Bhamre resigned from the post of Company Secretary w.e.f. 28th March, 2019 and Mrs. Arnika Jain was appointed as Company Secretary w.e.f. 28th March,2019.

27. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

During the year under review, there has not been any significant and material order passed by the regulators, courts or tribunals impacting the going concern status and companys operations in future.

28. Internal Financial Control

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent Consultants. Besides, the Company has an Audit Committee, comprising Non- Executive Directors, which monitors systems, control, financial management and operations of the Company.

29. Cost Records

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013

30. Disclosure on establishment of a Vigil Mechanism

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which is adopted by the Board for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blower shall be maintained to the greatest extent possible.

31. Particulars of employees

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure VI

32. Corporate Governance

Since the Companys securities are listed on Emerge, SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply. Hence, Corporate Governance does not form part of this report.

33. Management Discussion And Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31, 2019 is annexed as Annexure VII to the Report.

34. Listing

The company is a professionally managed Listed Company, having its Shares listed on Emerge Platform of National Stock Exchange of India Limited (NSE). The Exchange have nationwide trading terminal and therefore, Shareholders/Investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid the Annual Listing Fees to NSE and Annual Custody Fees to NSDL and CDSL.

35. Fraud Reporting

During the year, there is no fraud which has been reported to the Audit Committee / Board.

36. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2019.

37. Other statutory disclosures and information

37.1. The company has not allotted any shares with differential rights during the year; hence there is nothing to disclose under provisions of Section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

37.2. The company has not allotted any sweat equity shares during the year, hence there has not been anything to disclosure under provisions of section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rule, 2014.

37.3. The company has not made any further issue of share capitalto employees under a scheme of employees stock option during the year, hence there has not been anything to disclosure under provisions of section 62(1)(b) of the Act read with Rule 12(2) of the Companies (Share Capital and Debenture) Rule, 2014

37.4. The company has not giving any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there has not been anything to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

37.5. With reference to the financial statement, the internal financial control of the company is adequate.

37.6. Your Company has always believed in providing a safe and harassment free workplace for every individual working in companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received to the company.

37.7. Your Company has constituted Internal Committees (IC) to investigate and inquire into sexual harassment complaints. During the year, no complaint with allegations of sexual harassment was filed with the Company.

38. Acknowledgment

The Directors thank all the shareholders, customers, dealers, suppliers, bankers, financial institutions and all the other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and cooperation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

For & on behalf of the Board of Directors of Mohini Health & Hygiene Ltd.

Sd/- Sd/-
Mr. Sarvapriya Bansal Mr. Avnish Sarvapriya Bansal
DIRECTOR MANAGING DIRECTOR
DIN: 02540139 DIN: 02666814

Date: 30th August, 2019

Place: Pithampur (M.P.)